The 10-K disclosure checklist, scoped to your company
A hundred and ninety cited requirements is not a checklist, it is a wall. Tell it what the company has and what it is - smaller reporting company, emerging growth company, filer status - and it removes what does not apply, then flags any N/A that contradicts your own profile.
Drives the SOX 404(b) auditor attestation: not owed on these facts. Not sure which you are? The deadline calendar works it out from float and revenue.
Untick only what the company genuinely does NOT have. Anything unticked is scoped out of the checklist.
Tick only what actually happened this year.
Filing Mechanics
Verify fiscal year-end date, registrant name, state of incorporation, IRS EIN, address.
Most common error: stale shell company info from prior business combination not updated.
Form 10-K Cover
Disclose calculation. This number drives filer-status reclassification testing.
Even $0.5M off can flip status if you're near a threshold. Triple-check the affiliate exclusion list.
Form 10-K Cover
Each class of stock "as of the latest practicable date" (the form's actual language). No fixed lookback window prescribed.
Hot spot for amendment filings.
Form 10-K Cover
List documents incorporated by reference, especially proxy if Part III is incorporated.
If you incorporate from proxy, proxy must be filed within 120 days of FY-end or you owe a 10-K/A.
Form 10-K General Instruction G(3)
Re-test based on Q2 non-affiliate float. Status drives 10-K deadlines (60/75/90 days) and 404(b) attestation.
Annual re-test is mandatory. Companies miss the transition into accelerated and then file late under wrong deadline.
Rule 12b-2
5 years post-IPO, $1.235B revenue, $700M float, or $1B+ debt issued = EGC death.
Re-test every year-end. EGC expiration triggers 404(b) attestation + scaled disclosure loss.
JOBS Act Section 101(e)
Float test as of last business day of Q2; revenue test uses most recent audited fiscal year. Loss of status = full Reg S-X + S-K, effective with next year's Q1 10-Q.
Companies delay status loss disclosure. SEC catches via filer status box on cover.
Rule 12b-2
Large accelerated: 60 days. Accelerated: 75 days. Non-accelerated + SRC: 90 days.
NT 10-K (Form 12b-25) gives 15 extra days but auto-flags late-filer status if you ultimately miss.
Rule 13a-1
Form 12b-25 due no later than ONE business day AFTER the due date. State reason + estimate impact on financials. 10-K deemed timely if filed within 15 calendar days.
NT 10-K without good faith effort to file within 15-day extension can still trigger SEC inquiries.
Rule 12b-25
Same Central Index Key (CIK) across cover, file header, submission.
CIK mismatch causes EDGAR rejection at submission.
EDGAR Filer Manual
Original = 10-K. Amendment = 10-K/A. Different EDGAR submission types.
Don't accidentally file amendment as original.
Form 10-K Cover
CIK + EDGAR access codes valid. Test login 24-48 hours before deadline.
EDGAR password resets take 24-48 hours via SEC. Last-minute auth issues kill filings.
EDGAR Filer Manual
Run iXBRL validation before submission. Validation errors must be zero.
Request validation report from filer agent before submission. Warnings OK; errors not OK.
Rule 405(c) of Reg S-T
After submission, EDGAR returns acceptance with accession number. Save the email.
If rejected, you have 24-48 hours to correct + resubmit before deemed late. Acceptance email is your timestamp proof.
EDGAR Filer Manual
Part I. Business & Risk
Description of general development of business. Materiality-based, no prescribed period (five-year timeframe deleted by the 2020 modernization). Material business combinations or dispositions. May hyperlink to prior full discussion.
Don't re-write each year. Update for material developments. Cross-reference prior 10-K where appropriate.
Reg S-K Item 101(a)
Principal products/services, customers, competition, raw materials, IP, regulation, employees.
Most current Reg S-K Item 101(c) revisions (2020) consolidated and modernized the disclosure framework.
Reg S-K Item 101(c)
Description of human capital resources, measures or objectives addressing human capital (headcount, retention, talent, safety).
Effective 2020. SRCs have scaled disclosure. Investors increasingly want quantified DEI, retention, comp philosophy data. SEC comment area.
Reg S-K Item 101(c)(2)(ii)
Narrative discussion of each reportable segment per Item 101(c)(1). Item 101(b) is [Reserved]. Quantitative segment data per ASC 280.
Single-segment companies still must affirmatively state. Cross-reference financial statement footnote.
Reg S-K Item 101(c)(1)
Discuss material factors that make investment speculative or risky. Headers required; bullet lists discouraged.
Don't copy-paste from prior year. Risks evolve. SEC wants risks tailored to your situation, not generic boilerplate.
Reg S-K Item 105
Material climate-related risks (physical, transition, regulatory). SEC climate rule status in flux.
Even with SEC climate rule in regulatory limbo, materiality-based climate risk disclosure under Item 105 required when material.
Reg S-K Item 105
Hot 2025-2026 risk areas. Generic boilerplate insufficient if you have specific exposure.
Trade policy / tariff risks are SEC focus area. Be specific about your exposure not generic risk.
Reg S-K Item 105
Risk factors should cross-reference Item 1C governance disclosure.
Item 105 is forward-looking risks; Item 1C (new) is governance. Both required.
Reg S-K Item 105 + Item 106
Applies only to accelerated filers, large accelerated filers, and WKSIs. Disclose SEC Staff comments received 180+ days before fiscal year-end that remain unresolved.
A common omission. If you've had an active comment letter exchange in last 6 months, check carefully.
Form 10-K Item 1B
Process for assessing/identifying/managing material cyber risks. Whether integrated into overall risk management. Whether company engages consultants or third parties. Whether processes oversee third-party service provider risks.
Effective fiscal years ending on or after Dec 15, 2023. Item 1C must be tagged in inline XBRL.
Reg S-K Item 106(b)
Describe board's oversight of cyber risk. Which board committee (audit, technology, full board)? Process by which board / committee informed about cyber risks?
Most filers vest with audit committee. Some create dedicated technology / cybersecurity committee. Disclose committee + cadence.
Reg S-K Item 106(c)(1)
Management's role in assessing/managing material cyber risks. Who (CISO, CIO, others)? Their relevant expertise? How they monitor incidents?
Naming a CISO is NOT required. Disclose which management positions or committees are responsible and their relevant expertise.
Reg S-K Item 106(c)(2)
Whether risks from cyber threats. Including past incidents. Have materially affected or reasonably likely to materially affect the company.
Cross-reference any 8-K Item 1.05 filings during the year. Each material incident summarized.
Reg S-K Item 106(b)(2)
Item 1C disclosure must be tagged in inline XBRL.
Filer agent typically handles but verify before submission.
Reg S-K Item 106 + Rule 405(b)
Describe principal physical properties. Size, ownership/lease status, productive capacity.
Brief is fine. Don't overdisclose competitively sensitive site info.
Reg S-K Item 102
Disclose material pending proceedings (governmental, environmental). Court, parties, allegations, status, exposure.
SEC threshold is low ($300K default for governmental environmental proceedings). Material litigation = disclosure even if defense is strong.
Reg S-K Item 103
Governmental environmental proceedings: disclose unless monetary sanctions will be under $300K (default). Registrant may elect an alternative threshold up to the lesser of $1M or 1% of current assets.
Lower threshold than other legal proceedings. Easy to under-disclose.
Reg S-K Item 103(c)(3)
Discuss material patents, trademarks, licenses, franchises. Duration if material.
For tech / pharma companies: cumulative patent counts + key expiration dates often material.
Reg S-K Item 101(c)
Government regulation material to business. Existing and probable regulations.
For regulated industries (pharma, banking, energy, healthcare) this section is substantive.
Reg S-K Item 101(c)
Part II. Market for Registrant (Item 5)
Principal market(s). Number of holders of record as of latest practicable date.
"Holders of record" excludes beneficial holders in street name. Often confused with total beneficial holder count.
Reg S-K Item 201(a)
Per-share dividend disclosure moved to the financial statements (Reg S-X 3-04) by the 2018 Disclosure Update. Dividend restrictions per S-X 4-08(e).
Restrictions under debt covenants, preferred stock terms, state law must be disclosed.
Reg S-X 3-04 + 4-08(e)
Disclose unregistered securities sold during the period covered by the report. Date, class, consideration, exemption claimed.
Information previously reported in a 10-Q or 8-K (Item 3.02) need not be repeated.
Reg S-K Item 701
Buyback activity by month for fourth fiscal quarter. Total shares, average price, % under public programs, max remaining authorization.
Track monthly. "0 / 0 / 0" disclosure required even if no repurchases that quarter.
Reg S-K Item 703
5-year cumulative TSR graph comparing registrant to broad market index + peer/industry index.
SRCs exempt. EGCs that lose status need to add. Use S&P 500 or Russell 2000; pick defensible peer index.
Reg S-K Item 201(e)
Table showing # securities issued under equity plans (board approved + not approved). Weighted-avg exercise price.
Required at fiscal year-end. Disclose if exceeds available authorized shares.
Reg S-K Item 201(d)
SRCs have scaled disclosure (2 years vs 5 years for performance graph, etc.).
When status changes (e.g., SRC -> non-SRC), scaled disclosures must catch up.
Reg S-K Item 201
SEC eliminated 5-year selected financial data requirement effective 2021. Item 6 now reserved.
Some companies still voluntarily include selected financial data. Optional now.
Form 10-K Item 6
Part II. MD&A (Item 7)
Frame the year. Don't just repeat the financials. Explain what happened operationally.
SEC wants management's perspective, not press release reformatting. Re-write if it reads like marketing.
Reg S-K Item 303(b)
Compare current year to prior. Material changes in revenue, COGS, OpEx, interest, taxes. Quantify drivers.
Item 303 amended Nov 2020: explicit quantitative + qualitative requirement. "Underlying reasons" replaces "causes."
Reg S-K Item 303(b)(2)
Non-SRCs: 3 years. SRCs: 2 years.
Unusual events (M&A, restructuring) explained for comparability across periods.
Reg S-K Item 303(b)
Cash position, working capital, debt maturities, available credit, capex commitments, share repurchase authorization.
Required to state affirmatively if cash + sources are sufficient for next 12 months. Don't hedge.
Reg S-K Item 303(b)(1)
Discuss material changes in each cash flow category. Explain why, not just what.
Don't restate cash flow statement. Explain the drivers behind each line.
Reg S-K Item 303(b)(1)(ii)
Estimates that are uncertain and material. Disclose WHY uncertain + HOW MUCH each estimate has changed.
Item 303 amended Nov 2020: NEW explicit requirement for quantitative + qualitative on critical estimates.
Reg S-K Item 303(b)(3)
Forward-looking: known trends or uncertainties expected to have material impact.
SEC tests for disclosure of looming bad news. Be honest. Failure to disclose adverse trends draws comment letters.
Reg S-K Item 303(a)
Item 303(a)(4) eliminated by the 2020 MD&A amendments. Now a principles-based discussion within liquidity + capital resources per Instruction 8 to Item 303(b). Guarantees, VIE relationships.
No separately captioned section required. Most small filers state "none."
Instruction 8 to Reg S-K Item 303(b)
Item 303(a)(5) table eliminated by the 2020 amendments. Disclose material cash requirements (long-term debt, leases, purchase obligations) within the liquidity discussion per Item 303(b)(1).
No specific format required. Narrative is acceptable.
Reg S-K Item 303(b)(1)
Reconcile non-GAAP to nearest GAAP. GAAP must be presented with equal or greater prominence.
Adjusted EBITDA, Adjusted Net Income. Reconcile fully. Adjustments must not be misleading per Reg G. Frequent SEC comment area.
Reg G + Reg S-K Item 10(e)
Segment revenue, segment profit, drivers per segment. Reconcile to consolidated. Significant segment expenses per ASU 2023-07.
ASU 2023-07 effective FY 2024+ requires more detailed segment expense disclosure.
Reg S-K Item 303(b)
Material customer concentrations and trends. Loss of significant customer is a known trend.
SEC has issued comments where customer loss was foreseeable but undisclosed.
Reg S-K Item 303(a)
If prior guidance was issued, address whether current results meet/miss/exceed.
PSLRA safe harbor covers risk factors but doesn't excuse silence on missed guidance.
Reg S-K Item 105 + PSLRA
Material changes to capex plan, dividend program, share repurchase program.
Buyback program suspension is material and frequently overlooked.
Reg S-K Item 303(b)(1)
How inflation and interest rate environment affect operations, financing costs, customer demand.
Current Fed environment makes this a routine SEC focus area. Avoid boilerplate.
Reg S-K Item 303(b)
Known supply chain risks that could materially affect operations or margins.
Post-pandemic remains SEC focus. Don't bury supply chain risks.
Reg S-K Item 303(a)
Material tariff exposure, trade restrictions, sanctions impact on operations.
Hot 2025-2026 SEC focus area. Don't hide behind generic language if you have specific exposure.
Reg S-K Item 303(a)
Quantified impact of newly adopted (ASC 250-10-50-1) and pending (SAB 11.M) ASUs.
ASU 2023-07 (segment), ASU 2023-08 (crypto), ASU 2023-09 (income tax), ASU 2025-05 (CECL), Joint Ventures. Discuss adoption impact.
SAB Topic 11.M + ASC 250-10-50
Fixed vs variable cost structure. How revenue changes flow through to operating margin.
Useful narrative tool for explaining margin compression or expansion.
Reg S-K Item 303(b)(2)
Standard PSLRA safe harbor language for forward-looking statements.
Standard but boilerplate insufficient. Must identify cautionary statements + risk factors specifically.
PSLRA Section 27A
Often in proxy, sometimes in 10-K. Audit committee's review of audited financial statements.
Confirms audit committee reviewed financials with management + auditors.
SEC Schedule 14A Item 7
Part II. Market Risk (Item 7A)
For non-SRCs: tabular disclosure of fair value of instruments by expected maturity, contract terms, weighted-avg interest rate.
SRCs exempt. Companies losing SRC status often miss adding Item 7A in first non-SRC year.
Reg S-K Item 305(a)
Alternative to tabular: sensitivity analysis quantifying impact of hypothetical changes in market rates.
Many filers use sensitivity analysis vs tabular. Be consistent across years.
Reg S-K Item 305(a)
Discuss how exposures are managed (hedging policies, natural hedges, derivatives).
Don't overdisclose competitively sensitive trading positions.
Reg S-K Item 305(b)
Sensitivity of net income / cash flow to +/-100 bps move.
Floating-rate debt + variable-rate instruments most sensitive.
Reg S-K Item 305
For companies with material commodity exposure: sensitivity to price changes.
Manufacturing + energy + agricultural companies. Don't skip if material.
Reg S-K Item 305
For investments in equity securities: sensitivity to market value changes.
Treasury investments in publicly traded equities (e.g., BTC, ETH per ASU 2023-08).
Reg S-K Item 305
Part II. Financial Statements + Auditor Report (Item 8)
PCAOB-form audit report. Signed opinion, audit firm name, PCAOB ID, location, date.
Audit report must address ICFR if 404(b) applies (accelerated + large accelerated, non-EGC).
PCAOB AS 3101
CAMs apply to audits of ALL issuers. Except EGCs, brokers/dealers, investment companies other than BDCs, and benefit plans.
Common CAMs: revenue recognition, goodwill impairment, business combinations, going concern. Plan CAM identification early in audit cycle.
PCAOB AS 3101.11-14
If substantial doubt about going concern exists, auditor must add emphasis paragraph.
Material disagreement with management going-concern conclusion is rare but serious.
PCAOB AS 2415
Comparative balance sheets.
Mandatory. Single-year non-comparative BS is non-compliant.
Reg S-X Article 3-01
Non-SRCs: 3 years. SRCs: 2 years.
Unusual presentation (restated, divested segment) explained in MD&A.
Reg S-X Article 3-02
Cumulative cash flow for each year presented.
Non-cash investing and financing activities easy to omit. Re-check supplemental schedule.
Reg S-X Rule 3-02 (SRC: Rule 8-02)
Statement of changes in stockholders' equity for each year, by component.
Each line (common stock, APIC, retained earnings, AOCI, treasury) shown separately.
Reg S-X Article 3-04
One continuous statement with net income OR two separate consecutive statements.
Same presentation format every year. Switching styles requires explanation.
ASC 220-10-45
Display basic and diluted EPS on face of income statement for each period.
Anti-dilutive securities disclosed in notes. Diluted calculation often missing dilutive instruments.
ASC 260-10-45
10-K requires full Reg S-X statements, not the condensed Article 10-01 form used in 10-Q.
Common transition issue: filers using 10-Q condensed format in 10-K. Re-check presentation.
Reg S-X Article 3
Roll-forward of valuation accounts (allowance for doubtful accounts, valuation allowance on DTA, etc.).
Required if material valuation accounts exist. Often omitted by small filers.
Reg S-X Article 12-09
Real estate operations disclosure for companies with material real estate.
REITs + heavy real estate holders. Not applicable to most operating companies.
Reg S-X Article 12-28
Required iXBRL embedded in 10-K. Financial statements detail-tagged.
Notes also detail-tagged. Cover page tagged per DEI taxonomy.
Rule 405(b)(1) of Reg S-T
Use FASB-published version accepted by SEC for the period.
EDGAR accepted the 2026 US-GAAP taxonomy in March 2026. Use 2026 (2025 still accepted for now; 2024 being retired). Confirm with filer agent.
EDGAR Filer Manual
Use standard US-GAAP taxonomy where possible. Custom tags only when standard doesn't exist.
SEC Office of Structured Disclosure runs quality reports. Excess custom tags flagged.
EDGAR Filer Manual
Calculation relationships agree to presented financial statements.
Subtotals must mathematically reconcile via calculation linkbase.
EDGAR Filer Manual
S-X Article 12 schedules are filed under Item 15(a)(2) per Rule 5-04 (SRCs exempt). S-K Item 302 supplementary quarterly data is a separate requirement. Post-2021, only when retrospective material changes occur.
Verify filer status against requirements.
Reg S-X Rule 5-04 + Article 12
SEC eliminated 5-year selected financial data requirement effective 2021. Item 6 now reserved.
Some companies voluntarily include. Optional now.
Form 10-K Item 6
Notes to Financial Statements
Brief description of business, fiscal year, basis of presentation.
Don't cross-reference Item 1. Describe in the note itself.
ASC 235
Full annual policies disclosure. Accounting principles judged unique or unusual.
Don't shortcut. Common error: cross-reference 10-Q "see annual". But 10-K IS the annual.
ASC 235-10-50
Effective FY 2024+ (interim FY 2025+). Significant segment expenses disclosed. Reconciliation to segment revenues. Required for all public entities including single-segment.
Critical 2025-2026 update. Most small-cap PAOs still scaling up. SEC scrutiny increasing.
ASC 280-10-50 (ASU 2023-07)
Issued July 2025. Effective for annual reporting periods beginning after Dec 15, 2025. "Current conditions" practical expedient (all entities, incl. PBEs) + a separate subsequent-collections election (not available to PBEs).
Most companies with material AR but no formal CECL model benefit from simplification.
ASC 326 (ASU 2025-05)
Disclose ASUs issued but not yet effective per SAB 11.M (newly adopted standards are disclosed under ASC 250-10-50-1). Expected impact (or "not material" with rationale).
Boilerplate "no material impact" is comment-letter magnet if you have leases, AR, derivatives, etc.
SAB Topic 11.M
Disaggregate by category that reflects nature, amount, timing, uncertainty of revenue.
Required disaggregation by: geography OR customer type OR product line OR contract duration OR timing. Pick at least one.
ASC 606-10-50-5
Beginning/ending balances. Changes due to recognition, modification, business combinations.
Contract liability roll-forward showing revenue recognized from beginning balance often omitted.
ASC 606-10-50-8
Description of performance obligations, when satisfied, allocation of transaction price.
SEC comment area for SaaS / multi-element arrangements.
ASC 606-10-50
CODM measure of segment profit/loss. Reconcile to consolidated. Geographic + major customer.
Single-segment companies still must affirmatively state. SEC focused on segment reporting in recent enforcement.
ASC 280
Customer concentration >10% of revenue. Identify segment + amount.
Naming customer not required, but percentage + segment is.
ASC 280-10-50-42
Total lease cost, ROU assets, lease liabilities, weighted-avg remaining term, discount rate, 5-year maturity + thereafter.
Short-term lease practical expedient must be consistently applied. Disclose if elected.
ASC 842-20-50
Carrying amount, interest rate, maturity, covenant compliance, fair value (ASC 825-10-50).
Covenant compliance must be affirmatively stated. Cured technical defaults disclosed.
Reg S-X Article 5-02(22)
Options outstanding/exercised/forfeited. Weighted-avg exercise price/remaining term/intrinsic value. Total comp expense. Unrecognized comp cost.
Black-Scholes inputs (volatility, dividend yield, risk-free rate, expected term) often missing or inconsistent.
ASC 718-10-50
Equity-classified vs liability-classified. Fair value if liability.
SPAC + PIPE warrants notoriously misclassified. Re-review with valuation specialist.
ASC 815-40
Management evaluation of conditions raising substantial doubt about ability to continue 12 months from issuance.
Even if conclusion is "no substantial doubt," document the analysis.
ASC 205-40
Recognized + non-recognized events between balance-sheet date and filing date.
Includes financing, lawsuits, M&A, regulatory actions.
ASC 855
Inputs for each level. Reconciliation of Level 3 activity. Sensitivity to unobservable inputs.
Convertible note bifurcation + warrant valuation often Level 3. Frequent comment area.
ASC 820
Components of tax expense. ETR reconciliation to statutory.
Most common SEC comment area for small caps.
ASC 740-10-50
DTA + DTL by component. Net of valuation allowance.
Tax disclosure depth often inadequate. Detail required by ASC 740.
ASC 740-10-50
NOLs by jurisdiction (federal, state, foreign). Expiration dates if applicable.
Section 382 limitations should be disclosed if ownership changes occurred.
ASC 740-10-50-3
Beginning/ending VA. Reasons for changes (positive vs negative evidence).
Releasing or establishing VA materially affects ETR. Explain change.
ASC 740-10-50-2 + Reg S-X Rule 12-09
Beginning, additions, reductions, settlements, ending balance. Interest + penalties.
Tabular reconciliation required for PBEs when UTBs exist. If zero, an affirmative statement suffices. No empty table needed.
ASC 740-10-50-15
Annual testing date. Quantitative or qualitative assessment. Result.
Triggering events between annual tests common. Disclose any.
ASC 350-20-35
Each major class of intangible. Weighted-avg remaining life.
Indefinite-lived intangibles tested annually for impairment.
ASC 350-30-50
Nature of relationships. Transactions, amounts, balances outstanding.
Director-affiliated vendors, founder loans, family employment often understated.
ASC 850
Customer, geographic, product concentrations >10% of revenue/AR.
Naming customers not required but percentage and number is.
ASC 275-10-50
Probable losses accrued + disclosed. Reasonably possible disclosed but not accrued.
Pending litigation must be disclosed even if defense is strong.
ASC 450
Environmental remediation liabilities. Range or best estimate.
Disclose even if uninsured exposure. SEC reviews carefully.
ASC 410-30
Classification per acquisition. Unrealized gains/losses to OCI (AFS) or income (Trading).
Reclassification rare and triggers special disclosure.
ASC 320
Reclassification adjustments by line item. Tax effect on each component.
Required even for small AOCI balances.
ASC 220-10-45-14A
Cost-method accounting. Shares acquired, retired, reissued.
Cumulative treasury stock balance affects EPS denominator.
ASC 505-30
Part II. Controls & SOX 404 (Item 9A)
CEO/CFO conclude whether DC&P are effective as of fiscal year-end.
Material weakness in ICFR typically means DC&P also not effective. Don't mix conclusions.
Rule 13a-15(e)
Mandatory. Statement of responsibility, framework used (COSO 2013), conclusion on effectiveness as of year-end.
Framework reference must be COSO 2013 (NOT COSO 1992 which is superseded).
Item 308(a) of Reg S-K
Disclose changes that materially affected or reasonably likely to materially affect ICFR during 4th quarter.
ERP changes, M&A integration, key personnel turnover. All triggers.
Rule 13a-15(d)
Update on remediation activities. Status of testing. Expected completion.
Vague "we are working on it" is not enough. Specific actions, timing, ownership required.
Item 9A of Form 10-K
Adoption of COSO 2013 Integrated Framework. Five components + 17 principles.
COSO 1992 superseded as of Dec 15, 2014. Using old framework is non-compliant.
COSO 2013
Tested across COSO 5 components.
ELC failures invalidate process-level reliance.
PCAOB AS 2201
Access, change management, computer ops, system development.
ITGC failures invalidate automated controls + IPE reliance.
PCAOB AS 2201
Authorize / record / custody / reconcile separation.
SoD conflicts in ERP common at small caps.
COSO Principle 11
MRCs without precision get failed. Articulate WHAT is reviewed, AGAINST WHAT criterion, WHAT triggers escalation.
Most-failed control type at small caps.
PCAOB Staff Audit Practice Alert No. 11
Both certify. Standard SEC language. Date matches filing.
Use SEC template exactly. Any modification draws SEC comment.
Section 302 SOX
Different language from 302. Furnished as Exhibit 32 (not filed).
False 906 cert carries criminal penalty. Verify accuracy.
Section 906 SOX
Significant accounts, disclosures, processes scoped based on risk + materiality.
Scoping memo should be reviewed annually.
PCAOB AS 2201
Each finding classified with likelihood + magnitude analysis.
Misclassification (SD that should be MW) is one of most common audit findings.
PCAOB AS 2201
Disclosure committee (CEO + CFO + GC + IR) reviews 10-K draft for completeness.
Not legally required but best practice. Document the review meeting + sign-offs.
SAB Topic 99 + best practice
Part III & Other Items
If accountant changed during year: date, dismissal/resignation reason, disagreements, reportable events.
Even mutual decisions to part ways require disclosure if any disagreement existed.
Item 304 of Reg S-K
Information required by 8-K not previously reported. Rule 10b5-1 trading arrangements adopted/terminated per Reg S-K Item 408(a).
Item 408(a) requires disclosure of Rule 10b5-1 plans adopted/terminated by Section 16 officers/directors during the most recent fiscal quarter (Q4 for 10-K).
Form 10-K Item 9B + Reg S-K Item 408(a)
Disclose if auditor located in jurisdiction PCAOB cannot inspect.
Predominantly relevant for China-based filers. Most US filers state "Not Applicable."
HFCAA + Item 9C
Bio, experience, family relationships, legal proceedings. Audit committee financial expert. Code of ethics.
Item 408 + 408(b) disclosures on insider trading policies effective 2023. Confirm coverage.
Reg S-K Items 401-407
Identify audit committee financial expert by name. If none, explain why.
SEC accepts "none" but expects justification (independence vs financial expertise tradeoff).
Reg S-K Item 407(d)(5)
Disclose whether company has adopted code of ethics for senior officers. If not, why.
Effectively required. Virtually all public companies have adopted.
Reg S-K Item 406
Annual disclosure of whether company has adopted insider trading policies + procedures. If not adopted, explain why.
New requirement (effective 2023). Item 408(a) is quarterly (10-Q); Item 408(b) is annual (10-K).
Reg S-K Item 408(b)
File the insider trading policy as Exhibit 19 to Form 10-K.
Exhibit 19 = insider trading policy. New requirement.
Reg S-K Item 408(b) + 601(b)(19)
Summary Compensation Table, Grants of Plan-Based Awards, Outstanding Equity, Option Exercises + Vested.
NEO definition critical. NEOs = PEO + PFO regardless of comp level, plus 3 next most highly compensated executive officers (SRC scaled: PEO + 2 others; CFO not automatic).
Reg S-K Item 402
PvP is required only in proxy/information statements, NOT in the 10-K itself. Confirm the proxy includes: 5 years (3 for SRC) of "compensation actually paid" + TSR + net income + company-selected measure, narrative explaining relationship, tabular list of 3-7 performance measures.
Effective for proxies after Dec 16, 2022. SRCs have scaled disclosure. 2026 non-SRC filers report 5 years.
Reg S-K Item 402(v)
Annual disclosure of CEO compensation, median employee compensation, ratio.
SRCs exempt. Median employee identified using consistently applied methodology.
Reg S-K Item 402(u)
Pension benefits + NQDC plans for NEOs.
Most small caps don't have DB pensions but may have NQDC. Don't skip if applicable.
Reg S-K Item 402
Each NEO's severance + CIC arrangements quantified.
Calculation assumptions disclosed. Triggering events specified.
Reg S-K Item 402
Table of 5%+ beneficial owners and Section 16 officers/directors.
Use latest practicable date. Tie to Schedule 13G/13D filings.
Reg S-K Item 403
Transactions with related persons exceeding $120K. Director independence determinations.
Threshold is $120K (not $120M). Many small companies miss the threshold.
Reg S-K Item 404 + Item 407
Disclose director independence determinations under exchange rules.
Different definitions across exchanges. State which standard applied.
NYSE Rule 303A.02 / Nasdaq Rule 5605(a)(2)
Audit fees, audit-related fees, tax fees, all other fees for 2 most recent fiscal years. Audit committee pre-approval policies.
Categorize correctly. Tax services subject to independence rules; misclassification draws comments.
Item 9(e) of Schedule 14A
Audit committee must pre-approve all audit + permissible non-audit services.
De minimis exception has NO dollar limit. 5% or less of total fees paid to the auditor in the fiscal year, inadvertent, promptly ratified. Document the policy.
Rule 2-01(c)(7) of Reg S-X
If proxy filed within 120 days of fiscal year-end, Part III may be incorporated by reference.
If proxy delayed, must file 10-K/A within 120 days with Part III. Many late-filer issues stem from this.
General Instruction G(3) of Form 10-K
Disclose any late Section 16 filings by directors, officers, 10%+ beneficial owners.
Even a 1-day late Form 4 must be disclosed in 10-K Item 405.
Item 405 of Reg S-K
Part IV. Exhibits + XBRL (Item 15)
List financial statements filed: BS, IS, CF, equity, notes, financial statement schedules.
Schedule II (valuation accounts) and Schedule III (real estate) often forgotten if applicable.
Form 10-K Item 15
List all exhibits with descriptions, file numbers, exhibit numbers per SEC standard.
Exhibit 3 = governing docs. 10 = material contracts. 19 = insider trading policy (NEW). 21 = subsidiaries. 23 = consents. 31 = 302 certs. 32 = 906 certs. 97 = clawback (NEW). 101 = XBRL.
Reg S-K Item 601
Articles of incorporation, bylaws. Amendments filed separately if material.
Refile if amended during year. Otherwise incorporated by reference.
Reg S-K Item 601(b)(3)
Indentures, warrant agreements, certificates of designation for preferred classes.
New class issuances trigger this exhibit. Material modifications also.
Reg S-K Item 601(b)(4)
Material customer contracts, financing agreements, executive employment agreements not in ordinary course.
Redactions permitted for competitively sensitive terms per Item 601(b)(10)(iv).
Reg S-K Item 601(b)(10)
Insider trading policy + procedures filed as exhibit. Required in the first filing covering the first full fiscal period beginning on/after Apr 1, 2023 (SRCs: Oct 1, 2023).
New exhibit category. Often forgotten by 10-K teams transitioning to new requirements.
Reg S-K Item 601(b)(19)
List of significant subsidiaries with state of incorporation.
Update annually. Add new entities formed during year; remove dissolved.
Reg S-K Item 601(b)(21)
Auditor consent to incorporation by reference in active registration statements (S-3, S-8).
If you have active S-3 or S-8, consent must be obtained from auditor. Common cause of last-minute filing delays.
Reg S-K Item 601(b)(23)
CEO certification per Rule 13a-14(a). Standard SEC template language.
Use SEC template exactly. No modifications.
Reg S-K Item 601(b)(31)(i)
CFO certification per Rule 13a-14(a). Standard SEC template language.
Date matches filing.
Reg S-K Item 601(b)(31)(i)
CEO Section 906 cert. Furnished (not filed). Criminal penalty for false statement.
Often combined with 32.2 as Exhibit 32 with both signatures.
Reg S-K Item 601(b)(32)
CFO Section 906 cert. Furnished (not filed).
Verify accuracy.
Reg S-K Item 601(b)(32)
Filed as exhibit to 10-K. NYSE/Nasdaq clawback policy adoption deadline was Dec 1, 2023; Exhibit 97 required in annual reports filed on/after that date.
NEW requirement. Companies that adopted but failed to file as exhibit are common comment letter targets. Verify exhibit index includes 97.
Reg S-K Item 601(b)(97) + Section 10D
iXBRL embedded in HTML. Includes instance, schema, label/presentation/calculation linkbase.
Inline XBRL required for all filers since 2021. Filer agents typically handle but verify exhibit 101 reference.
Reg S-K Item 601(b)(101)
iXBRL tagging of cover page elements per DEI taxonomy.
Often forgotten in exhibit index even though embedded in filing.
Reg S-K Item 601(b)(104)
Material customer contracts, financing agreements, executive employment agreements.
Redactions per Item 601(b)(10)(iv) for competitively sensitive terms.
Reg S-K Item 601(b)(10)
PEO signs. Date matches filing.
Title under signature must match SEC-designated PEO of record.
Form 10-K General Instruction D(2)
PFO signs.
May be same person as PAO at small caps.
Form 10-K General Instruction D(2)
PAO signs. May be combined with PFO if same person.
Single signature with both titles acceptable if same person.
Form 10-K General Instruction D(2)
Majority of board directors must sign 10-K (DIFFERENT from 10-Q which only requires PAO/PFO).
Directors typically sign powers of attorney to authorize one person to sign. Standard practice for large boards.
Form 10-K General Instruction D(2)
POAs from each director authorizing officer to sign on their behalf.
POAs filed with EDGAR initially. Renew if expired.
Form 10-K General Instruction D(2)
Use FASB-published version accepted by SEC.
EDGAR accepted the 2026 US-GAAP taxonomy in March 2026. Use 2026 (2025 still accepted for now; 2024 being retired). Confirm with filer agent.
EDGAR Filer Manual
Use standard taxonomy where possible. Custom tags only when standard doesn't exist.
SEC Office of Structured Disclosure runs quality reports. Excess custom tags flagged.
EDGAR Filer Manual Vol II
Run SEC EDGAR validator + commercial validator. Zero errors required.
Warnings OK; errors not OK.
EDGAR Filer Manual
Informational only - not audit, attest or legal advice. This is management's preparation aid for Form 10-K; your auditor and counsel test every conclusion against the actual document.
The annual report is long, so the risk is skimming, not ignorance
Nobody omits a required 10-K disclosure on purpose. It goes missing because the list that would have caught it was a hundred and ninety items long, most of them did not apply, and the reader stopped reading properly somewhere in Part II. Length is the failure mode, which means the first job of a disclosure checklist is not to be complete - it is to be short, correctly.
Three registrant facts do most of that shortening, and they interact in ways that are easy to get wrong. Smaller reporting company status drops the Item 305 market-risk disclosure, scales Item 402 compensation and cuts a year off the statements of operations. Emerging growth company status carries its own exemptions and switches off the auditor's ICFR attestation regardless of filer status. Filer status decides the attestation for everyone else under SOX 404(b) - accelerated and large accelerated filers owe it, non-accelerated filers do not. An issuer can be a smaller reporting company and an accelerated filer at the same time; the categories overlap, and assuming otherwise is how the attestation gets scoped out of a 10-K that owes one.
What is left after scoping is worth reading line by line, and most of it is US GAAP rather than Regulation S-K. The footnote items - revenue disaggregation, leases, credit losses, fair-value levelling, segment reporting, stock compensation, income taxes - apply on their own terms whatever the company's size, and they are where the restatements come from.
The last check is the one a paper list cannot do: if the profile says the company has a pension and the pension disclosure is marked not applicable, one of those two statements is wrong. This tool names the conflict and leaves the decision with you, because it has no way of knowing which answer was the careless one.
What this tool does not do
This is management's preparation aid, not a review and not an opinion. It knows what the rules require; it does not know what your document says. Every item is answered by you, and a 'done' here means you decided it was done - the tool cannot read the 10-K and check. Scoping runs off the profile you enter, so a wrong profile produces a confident, shorter, wrong list. The citations are rule-dated and go stale when a standard moves; they are reviewed by a person, not by a test.
- Read your 10-K - it lists what is required, it does not check what you wrote against the requirement
- Draft any disclosure, or tell you whether the wording you have is sufficient
- Decide materiality, which is the judgment underneath most of these items and is not a checklist question
- Industry-specific regimes - banking, insurance, REITs, oil and gas reserves, investment companies on Reg S-X Article 6
- XBRL tagging accuracy beyond the presence of the exhibits, or Inline XBRL validation
- Your auditor's own testing and your counsel's read, both of which re-perform every conclusion here
Frequently asked questions
What are the parts of a Form 10-K?
Part I is business, risk factors, unresolved staff comments, cybersecurity, properties, legal proceedings and mine safety. Part II is market for the registrant's equity, MD&A under Item 303, market risk under Item 305, the financial statements and auditor's report, changes in and disagreements with accountants, controls and procedures under Item 9A, and other information. Part III is governance and compensation, usually incorporated from the proxy. Part IV is exhibits and signatures.
When can Part III be incorporated from the proxy statement?
Only if the definitive proxy statement is filed within 120 days of fiscal year end, under General Instruction G(3) of Form 10-K. Miss that date and the Part III information has to go into the 10-K itself or into an amendment on Form 10-K/A - which is why the proxy timeline and the 10-K deadline are the same planning problem.
Who owes the auditor's attestation on internal control?
SOX 404(b) reaches accelerated and large accelerated filers. Non-accelerated filers are outside it, and an emerging growth company is exempt for as long as it stays one, whatever its filer status. The 2020 amendments to Rule 12b-2 moved a band of issuers out of accelerated status on the smaller-reporting-company revenue test, and the attestation went with them - the expensive half of that change, and the half nobody notices until the audit fee arrives.
What do smaller reporting companies get to leave out of a 10-K?
The scaled disclosure is real but narrower than people assume: two years of statements of operations rather than three, no Item 305 market-risk disclosure, reduced Item 402 executive compensation, and no selected financial data. The US GAAP footnote obligations are untouched, and those are where most of the items on this list live.
Why scope a checklist instead of just reading all of it?
Because a hundred and ninety items handed to a company with no leases, no derivatives and no pension is mostly noise, and noise is what makes people skim. Scoping to what the company actually has is what makes the remaining items get read - and it is what allows the tool to notice when an N/A contradicts the profile you entered.